Corporate Secretarial - Auditing Bazaar https://auditingbazaar.in The best quality and cost effective legal and compliance services Thu, 23 May 2024 22:31:36 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.3 https://auditingbazaar.in/wp-content/uploads/2023/07/cropped-Siteicon-32x32.png Corporate Secretarial - Auditing Bazaar https://auditingbazaar.in 32 32 230638473 MSME Filings https://auditingbazaar.in/product/msme-filings/ https://auditingbazaar.in/product/msme-filings/#respond Fri, 21 Jul 2023 01:21:43 +0000 https://auditingbazaar.in/?post_type=product&p=167 MSME stands for Micro, Small and Medium Enterprise. MSME or SSI enterprises play a very significant role in boosting the economy of our country and in providing large-scale employment and industrialization of rural and backward areas. Form for furnishing half yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprises.

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Form for furnishing half yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprises.

All companies who get supplies of goods/services from Enterprises and whose respective payments to such Enterprises exceed forty- five days from the date of acceptance or the date of deemed acceptance of such goods/ services, such Specified Companies are required to submit a half yearly return to the MCA stating the amount of payment due and the reasons for the delay. The Order requires all Specified Companies to furnish details of all such outstanding dues by filing Form MSME I.

AUDITING BAZAAR is a full-fledged legal and secretarial entity which extends prompt and economical MSME registration and filing services in India.

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]]> https://auditingbazaar.in/product/msme-filings/feed/ 0 167 Charge Creation and Satisfaction https://auditingbazaar.in/product/charge-creation-and-satisfaction/ https://auditingbazaar.in/product/charge-creation-and-satisfaction/#respond Fri, 21 Jul 2023 01:18:53 +0000 https://auditingbazaar.in/?post_type=product&p=165

As per Section 2(16) of Companies Act, 2013 “charge” means an interest or lien created on the property or assets of a company or any of its undertakings or both as security and includes a mortgage. A charge is a right created by any person including a company referred to as “the borrower” on its assets and properties, present and future, in favor of a financial institution or a bank, referred to as “the lender”, which has agreed to extend financial assistance.

 

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A charge is a security given for securing loans or debentures. The security may be provided either by way of mortgage, hypothecation or pledge.

AUDITING BAZAAR professionals extend full range of legal advice and support from registration to satisfaction of charges.

We also help in filing necessary forms with Registrar of Companies for such registration, modification and satisfaction of charges.

Registration of Charges- Section 77

Company shall file, the particulars of every charge created, with the ROC in Form CHG-1, together with the instrument, if any, creating, evidencing, etc. the charge.

Modification of Charges

Modification of charge is a stage subsequent to the creation and registration of charge.

The underlying object behind the concept of modification of charge is to keep the particulars filed with the concerned Registrar of Companies in connection with the registration of charge up to date.

Satisfaction of Charge- Section 82

A company is required to file particulars for satisfaction of charge with ROC and shall update the Registrar on payments made in full to charge holders through filing of necessary forms.

List of Forms

  1. CHG-1

Application for registration of creation, modification of charge (other than those related to debentures)

  1. CHG-2

Certificate of registration of charge

  1. CHG-3

Certificate of registration of modification of charge

  1. CHG-4

Particulars of satisfaction of charge thereof

  1. CHG-5

Memorandum of Satisfaction of charge

  1. CHG-6

Notice of appointment or cessation of receiver or manager

  1. CHG-7

Register of charges

  1. CHG-8

Application for condonation of delay shall be filed with the Central Government

  1. CHG-9

Application for registration of creation or modification of charge for debentures or rectification of particulars filed in respect of creation or modification of charge for debentures

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]]> https://auditingbazaar.in/product/charge-creation-and-satisfaction/feed/ 0 165 Change of Registered Office https://auditingbazaar.in/product/change-of-registered-office/ https://auditingbazaar.in/product/change-of-registered-office/#respond Fri, 21 Jul 2023 01:16:16 +0000 https://auditingbazaar.in/?post_type=product&p=163

Every business entity has a principal place of business activities, which in case of partnership or other business forms, is called its head office and in case of a company, it is called a registered office. The address of the situation of the registered office is very important during the life of the company. The registered office indicates the office of the Registrar which keeps the records of the company and enables the law-enforcing authorities and the general public to approach the company at is registered office whenever the authorities or a member of public, anywhere in the world, find the need to contact the company or serve legal notices.

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The registered office of a company is a place where all official communications pertaining to a Company are received.

A company shall, within 30 days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging and notices as may be addressed to it.

Auditing Bazaar’s services for change of registered office are extended responsibly by our well-informed and well-experienced corporate professionals. Our service for change of registered office encompasses the following:

  • Change within local limits of same town
  • Change from one city to another within the same state
  • Change from one city to another within the same state involving change of jurisdiction of ROC
  • Change from one state to another state.

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]]> https://auditingbazaar.in/product/change-of-registered-office/feed/ 0 163 Conversion of Business Entity From One Form to Another https://auditingbazaar.in/product/conversion-of-business-entity-from-one-form-to-another/ https://auditingbazaar.in/product/conversion-of-business-entity-from-one-form-to-another/#respond Fri, 21 Jul 2023 01:13:38 +0000 https://auditingbazaar.in/?post_type=product&p=160

In some cases a company that was formed as one entity type (Private Ltd, Public Ltd, LLP, OPC, Partnership Firm, etc) reaches a point where it becomes necessary or preferable to change its type to a different entity type.

There are varied types of methods under which you can register your company. Amongst of which private firm, public company, sole proprietorship, limited liability partnership (LLP), one person company, section 8 company are well popular in the corporate sector.

 

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A company can change its legal structure for various reasons and may reach a point where it becomes necessary or preferable to change its type to a different entity type.

AUDITING BAZAAR is equipped to provide wise and visionary legal advice and service in all the matters mentioned below. Our service for conversion of business entity encompasses the following:

CONVERSION OF A PRIVATE COMPANY INTO A PUBLIC COMPANY AND VICE-VERSA

A private limited may be converted into a public limited company and vice-versa by complying with the following requirements:

  • Alteration of Articles by adding/deleting(Private/Public respectively) the three restrictions[Section 2(68)] by passing Special Resolution as per Section 14; and
  • Changing name of the company by either adding/deleting the word ‘private’ from its name, by passing a Special Resolution as per Section 13.

The professionals at AUDITING BAZAAR are well-trained and are competent for filing applications and providing expert legal support and procedures for such conversion.

CONVERSION OF A COMPANY REGISTERED UNDER SECTION 8 INTO A COMPANY OF ANY OTHER KIND

A company registered under Section 8 which intends to convert itself into a company of any other kind shall pass a special resolution at a general meeting for approving such conversion and file form MGT-14 along with certified true copy of special resolution, copy of notice and explanatory statement.

The company shall also file an application in Form INC-18 with the Regional Director

CONVERSION OF ANY FORM OF BUSINESS TO LIMITED LIABILITY PARTNERSHIP

A Private Limited Company or any other type of business entity may lawfully and easily be converted into a Limited Liability Partnership (LLP), to avail the benefits and advantages enjoyed by the LLPs in India.

CONVERSION OF ONE PERSON COMPANY TO PRIVATE LIMITED COMPANY

A One Person Company (OPC) can be converted lawfully into a Private Limited or Public Limited company either voluntarily or mandatorily.

Conversion can be done after increasing the minimum number of members and directors to two or minimum seven members and two or three directors as the case may be, and by maintaining the minimum paid-up capital.

It may be noted that an OPC can voluntarily convert itself into a Private or Public company only after the expiry of two years from the date of incorporation of OPC.

CONVERSION OF PRIVATE LIMITED COMPANY TO ONE PERSON COMPANY (OPC)

A private company other than a company registered under Section 8 (non-profit company) of the Act having paid up share capital of fifty lakhs rupees or less and average turnover during the relevant period is two crore rupees or less may convert itself into one person company by passing a special resolution in the general meeting.

The company is also required to obtain No Objection in writing from members and creditors.

CONVERSION OF PROPRIETORSHIP FIRM TO PRIVATE LIMITED COMPANY

If a sole proprietor desires to convert its business into a Private company , the entity is required to comply with rules and regulations prescribed under the Companies Act, 2013

Expert and well-informed professionals of AUDITING BAZAAR LLP will help you in converting your business to a Private Limited Company.

 

CONVERSION OF UNLIMITED LIABILITY COMPANY INTO A LIMITED LIABILITY COMPANY

AUDITING BAZAAR’s service for conversion of unlimited liability company into a limited liability company encompasses the following:

  • Preparation of special resolution which ought to be passed in the general meeting of the company
  • Preparation and Filling of Application in form INC-27
  • Publication of notice in Form INC-27A of proposed conversion in two newspapers (one in English and one in vernacular language)
  • Make necessary alteration in MOA and AOA of the company
  • Preparation of complete list of creditors and debenture holders to whom individual notices needs to be sent
  • Obtaining NOC from sectorial regulators and all secured creditors
  • Obtaining fresh certificate of incorporation in Form INC-11A

 

CONVERSION OF A COMPANY LIMITED BY GUARANTEE INTO A COMPANY LIMITED BY SHARES

A company other than a company registered under section 25 of the Companies Act, 1956 or section 8 of the Companies Act, 2013 may convert itself into a company limited by share.

The company seeking conversion shall have a share capital equivalent to the guarantee amount.

 

AUDITING BAZAAR’s service for conversion of unlimited liability company into a limited liability company encompasses the following:

  • Preparation of special resolution authorising such conversion
  • Filing the duly passed resolution with Registrar of Companies in MGT-14
  • Preparation and filling of Application in Form INC-27 with Registrar of Companies
  • Obtaining fresh certificate of Incorporation in Form INC-11B on behalf of our clients

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]]> https://auditingbazaar.in/product/conversion-of-business-entity-from-one-form-to-another/feed/ 0 160 Changing Director in a Company https://auditingbazaar.in/product/changing-director-in-a-company/ https://auditingbazaar.in/product/changing-director-in-a-company/#respond Fri, 21 Jul 2023 01:06:31 +0000 https://auditingbazaar.in/?post_type=product&p=158 The Companies can make changes in the Board of Directors either appointment, resignation and removal can be made as per the provisions given in the Companies Act 2013, the AOA of the company, and also as per the agreements, if any. Directors are appointed by the Board/shareholders of the company to ensure that the day to day operations of the company are executed in an efficient manner.

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The Companies can make changes in the Board of Directors either appointment, resignation and removal can be made as per the provisions given in the Companies Act 2013, the AOA of the company, and also as per the agreements, if any. Directors are appointed by the Board/shareholders of the company to ensure that the day to day operations of the company are executed in an efficient manner.

Directors stand in fiduciary position towards the company in regard to the powers, conferred on them by the Companies Act or by the articles of the company; and also with regard to the funds of the company, which are under their control.

A change in director(with relevant section of the Companies Act, 2013) means either:

  1. Appointment of Directors (General Provisions-Section 152)
  2. Appointment of Additional Directors – Section 161(1)
  3. Appointment of Alternate Director- Section 161(2)
  4. Appointment of Nominee Directors – Section 161(3)
  5. Appointment of Director to fill Casual Vacancies – Section 161(4)
  6. Appointment of Independent Director
  7. Resignation of Director- Section 168
  8. Removal of Director- Section 169

The procedure for change in director are:

  1. For Appointment of a new director, approval is required in Board Meeting and of the Shareholders in a duly convened General Meeting.
  2. Consent of Director is required in Form DIR-2
  3. A director may resign from his office by giving notice in writing and may also forward a copy of resignation along with reasons to the Registrar in Form DIR-11 within 30 days from the date of resignation.
  4. The Board shall, on receipt of such notice of resignation/appointment intimate the Registrar in Form DIR-12 and also place the fact of resignation/appointment in the Directors’ Report and on the website.
  5. The company is also required to make such necessary entries in the Register of Directors maintained in accordance with the provisions of Section 170 of the Companies Act, 2013.

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]]> https://auditingbazaar.in/product/changing-director-in-a-company/feed/ 0 158 Change of Objects of the Company https://auditingbazaar.in/product/change-of-objects-of-the-company/ https://auditingbazaar.in/product/change-of-objects-of-the-company/#respond Fri, 21 Jul 2023 01:03:26 +0000 https://auditingbazaar.in/?post_type=product&p=157

The object clause of the Memorandum of Association (MOA) sets out the objects of the company and is the most important of all clauses. It indicates the extent of company’s power and the sphere of its activities. It defines the limit of operations to be carried on by the company.

Any business carried on by the company should be stated in the MOA and the business activities not mentioned in the object clause of memorandum shall be ultra vires and therefore, void.

 

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The object clause of the Memorandum of Association (MOA) is an important clause as it sets out the objects of the company and indicates the extent of company’s power and the sphere of its activities.

Alteration of Object Clause (Section 13)

A company may, by passing special resolution in the general meeting, alter the objects of the Company. The company shall file a copy of the special resolution in Form MGT-14 with the ROC, within 30 days from the date of such resolution, together with a copy of Altered MOA.

Any business carried on by the company should be stated in the MOA and the business activities not mentioned in the object clause of memorandum shall be ultra vires and therefore, void.

Auditing Bazaar has experienced corporate professionals and has been extending comprehensive and expert legal support and services for alteration of object clause for various corporates.

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]]> https://auditingbazaar.in/product/change-of-objects-of-the-company/feed/ 0 157 Conversion of Partnership Firm/LLP/Society/Trust to Limited Company https://auditingbazaar.in/product/conversion-of-partnership-firm-llp-society-trust-to-limited-company/ https://auditingbazaar.in/product/conversion-of-partnership-firm-llp-society-trust-to-limited-company/#respond Fri, 21 Jul 2023 01:00:20 +0000 https://auditingbazaar.in/?post_type=product&p=155

Corporatization is the need of the hour.  The entire world is gradually drifting towards one global market without any trade barriers between the countries. With the emergence of corporate work culture and promotional startup benefits, a great chunk of entrepreneurs are looking forward to corporatization.

 

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Several businesses started in India as Partnership Firm, Society, Trust or Limited Liability Partnership (LLP), may now wish to convert into a Limited Company for more growth in business or for infusing equity capital.

The Procedure of Conversion of a Partnership Firm/LLP/Society/Trust to Limited Company are:

  1. Approval from all the partners is required.
  1. Written consent of majority of members whether present in person or by proxy at a general meeting, agreeing for such registration.
  1. Name Availability and Approval
  1. Securing DSC and DIN for all the directors

For obtaining the DIN, an application must be filed on MCA portal in e-Form DIR-3.  DIN application is processed & approved by central government via the office of regional director, the ministry of corporate affairs.

  1. Advertisement in newspaper is to be done in a local and a national newspaper.
  2. Memorandum of Association (MoA) & Articles of Association (AoA) is to be formulated and then filed with ROC after getting the name approval and sanction of Form URC-1 – from the registrar.
  1. Filing e-Form URC-1 and E MOA and E AOA
  1. Certificate from CA/CS/CWA certifying the compliance with all the provisions of Stamp Act, to the extent applicable.
  1. Obtaining Certificate of Incorporation, PAN and TAN of the incorporated company.

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]]> https://auditingbazaar.in/product/conversion-of-partnership-firm-llp-society-trust-to-limited-company/feed/ 0 155 Alteration of Share Capital https://auditingbazaar.in/product/alteration-of-share-capital/ https://auditingbazaar.in/product/alteration-of-share-capital/#respond Fri, 21 Jul 2023 00:55:33 +0000 https://auditingbazaar.in/?post_type=product&p=154

Auditing Bazaar's knowledge base and experienced corporate professionals have been extending comprehensive and expert legal support and services for alteration of share capital clause of the company.

 

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Any changes made in the existing share capital structure of the firm, it is known as Alteration in Share Capital. It is important to ensure that the Articles of Association (AoA) must authorize for the Alteration in Share Capital Clause.

Section 61 of the Companies Act, 2013 provides that a limited company having a share capital may, by passing an ordinary resolution in a general meeting, alter the capital clause of its memorandum; provided authority to alter is given to it by articles of association.

A notice of alteration is required to be filed with the ROC in Form SH-7 within 30 days.

Section 61(1) of the Companies Act, 2013 provides that Capital Clause in Memorandum of Association (MOA) can be altered in any of the following ways:

  1. By increasing its authorised share capital by such amount as the company requires;
  2. By consolidating existing shares into shares of larger denomination;
  3. By converting fully-paid shares into stock or vice-versa;
  4. By sub-dividing its existing shares into shares of smaller denomination; and
  5. By cancelling shares which have not been taken up or agreed to be taken up and diminishing the amount of its share capital by the amount of the shares cancelled.

Auditing Bazaar’s professionals have in-depth knowledge and experience and have been extending comprehensive and expert legal support and services for alteration of share capital clause for various companies.

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]]> https://auditingbazaar.in/product/alteration-of-share-capital/feed/ 0 154 Changing Name of a Registered Company https://auditingbazaar.in/product/changing-name-of-a-registered-company/ https://auditingbazaar.in/product/changing-name-of-a-registered-company/#respond Fri, 21 Jul 2023 00:51:14 +0000 https://auditingbazaar.in/?post_type=product&p=152

The name of a company serves as the identity of a company (Public or Private or One Person Company) in the commercial world, which may be changed with the consent of members of the Company. The first clause in the Memorandum of Association of the company states the name by which a company is known. The company may adopt any suitable name provided it is not undesirable as per Rule 8 of Companies Incorporation Rules, 2014.

 

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Changing the name of a Company amounts to a significant alteration since Memorandum of Association and Articles of Association need to be altered and the approval of members is required.

The name of a company can be changed by a Special Resolution and with the written approval of the Central Government. Approval of the Central Government is not necessary if the change relates to the addition/deletion of the word ‘private’ to the name.

Form MGT 14 shall be filed to the ROC within 30 days of passing the special resolution.

It may be noted that the change of name shall not be allowed to a company which has not filed Annual Returns or Financial Statements due for filing with the ROC or which has failed to pay or repay matured deposits or debentures or interest thereon.

However, the change of name shall be allowed upon filing necessary documents or payment or repayment of matured deposits or debentures or interest thereon, as the case may be.

Any change in the name shall be subject to the following:

  1. The name of a company shall not be identical with or too nearly resembles the name of an existing company. It further provides that no company shall have a name which is undesirable (in the opinion of Central Government). The name should not be such that its use by the company will constitute an offence under any law.
  2. Unless the previous approval of the Central Government is obtained, a company shall not have a name which contains any word or expression which suggest of any connection with Government or of State Patronage or which contain such word or expression, as may be prescribed.

Procedure for Change of Name of a Company:

  1. A Board Meeting shall be convened to consider a new name for the Company
  2. Reservation of New name
  3. On confirmation from Registrar of Companies, a Board Meeting is held to:
  • Note down the new name;
  • Decide the day, date, time and venue of General Meeting
  • Approve the Notice of General Meeting
  • Authorize the Company Secretary or any Director to issue the notice of General Meeting
  1. Issue the notice of General Meeting to all members, auditors and directors at least 21 clear days before the date of General Meeting.
  2. Listed Companies are required to send 3 copies of notice of general meeting to the Stock Exchange(s) where the securities are listed.
  3. Hold the meeting and pass the Special Resolution.
  4. Special Resolution and Explanatory Statement thereto shall be filed with ROC within 30 days of passing of Special Resolution in eForm MGT-14
  5. An application for change in name shall also be made to Central Government (ROC) in eForm INC-24 after filing eForm MGT-14
  6. Application to be made to Registrar of Companies for issue of fresh/revised Certificate of Incorporation.
  7. Company is required to make necessary changes in the MOA and AOA.

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